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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/23/23 Wireless Telecom Group Inc. 10-K 12/31/22 86:7.2M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.33M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 35K
3: EX-21.1 Subsidiaries List HTML 23K
4: EX-23.1 Consent of Expert or Counsel HTML 23K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 25K
14: R1 Cover HTML 92K
15: R2 Consolidated Balance Sheets HTML 153K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K
17: R4 Consolidated Statements of Operations and HTML 147K
Comprehensive Income/(Loss)
18: R5 Consolidated Statements of Changes in HTML 87K
Shareholders' Equity
19: R6 Consolidated Statements of Cash Flows HTML 125K
20: R7 Description of Company and Summary of Significant HTML 98K
Accounting Policies
21: R8 Discontinued Operations HTML 103K
22: R9 Acquisition of Holzworth HTML 30K
23: R10 Debt HTML 48K
24: R11 Equity HTML 35K
25: R12 Leases HTML 40K
26: R13 Revenue HTML 52K
27: R14 Goodwill and Intangible Assets HTML 50K
28: R15 Property, Plant and Equipment HTML 34K
29: R16 Other Assets HTML 31K
30: R17 Accrued Expenses and Other Current Liabilities HTML 34K
31: R18 Accounting for Stock Based Compensation HTML 198K
32: R19 Segment and Related Information HTML 30K
33: R20 Retirement Plan HTML 30K
34: R21 Income Taxes HTML 64K
35: R22 Commitments and Contingencies HTML 35K
36: R23 Description of Company and Summary of Significant HTML 152K
Accounting Policies (Policies)
37: R24 Description of Company and Summary of Significant HTML 42K
Accounting Policies (Tables)
38: R25 Discontinued Operations (Tables) HTML 80K
39: R26 Leases (Tables) HTML 33K
40: R27 Revenue (Tables) HTML 34K
41: R28 Goodwill and Intangible Assets (Tables) HTML 50K
42: R29 Property, Plant and Equipment (Tables) HTML 31K
43: R30 Other Assets (Tables) HTML 28K
44: R31 Accrued Expenses and Other Current Liabilities HTML 33K
(Tables)
45: R32 Accounting for Stock Based Compensation (Tables) HTML 148K
46: R33 Income Taxes (Tables) HTML 60K
47: R34 Schedule of Inventory Current (Details) HTML 31K
48: R35 Schedule of Property Plant and Equipment Estimated HTML 32K
Useful Lives (Details)
49: R36 Schedule of Weighted Average Number of Shares HTML 31K
(Details)
50: R37 Description of Company and Summary of Significant HTML 59K
Accounting Policies (Details Narrative)
51: R38 Schedule of Discontinued Operations and Balance HTML 58K
Sheet (Details)
52: R39 Schedule of Discontinued Assets and Liabilities HTML 89K
(Details)
53: R40 Discontinued Operations (Details Narrative) HTML 88K
54: R41 Acquisition of Holzworth (Details Narrative) HTML 35K
55: R42 Debt (Details Narrative) HTML 78K
56: R43 Equity (Details Narrative) HTML 46K
57: R44 Schedule of Maturity of Operating Lease HTML 47K
Liabilities (Details)
58: R45 Leases (Details Narrative) HTML 36K
59: R46 Schedule of Disaggregated Revenue (Details) HTML 41K
60: R47 Revenue (Details Narrative) HTML 40K
61: R48 Schedule of Intangible Assets (Details) HTML 39K
62: R49 Schedule of Intangible Assets, Future Amortization HTML 39K
Expense (Details)
63: R50 Goodwill and Intangible Assets (Details Narrative) HTML 32K
64: R51 Schedule of Property, Plant and Equipment HTML 38K
(Details)
65: R52 Property, Plant and Equipment (Details Narrative) HTML 25K
66: R53 Schedule of Other Assets (Details) HTML 30K
67: R54 Other Assets (Details Narrative) HTML 27K
68: R55 Schedule of Accrued Expenses and Other Current HTML 45K
Liabilities (Details)
69: R56 Schedule of Share-Based Compensation Expense HTML 34K
(Details)
70: R57 Schedule of Non-Vested Restricted Stock Units HTML 46K
Activity (Details)
71: R58 Schedule of Share-Based Compensation, Restricted HTML 41K
Stock and Restricted Stock Units Activity
(Details)
72: R59 Schedule of Nonvested Restricted Stock Units HTML 46K
Activity (Details)
73: R60 Schedule of Stock Option Activity (Details) HTML 62K
74: R61 Accounting for Stock Based Compensation (Details HTML 187K
Narrative)
75: R62 Segment and Related Information (Details HTML 25K
Narrative)
76: R63 Retirement Plan (Details Narrative) HTML 25K
77: R64 Schedule of Components of Income Tax HTML 38K
(Benefit)/Expense (Details)
78: R65 Schedule of Effective Tax Relative Operations HTML 40K
Reconciliation of Maximum Statutory Federal Tax
Rate (Details)
79: R66 Schedule of Components Deferred Income Taxes HTML 54K
(Details)
80: R67 Income Taxes (Details Narrative) HTML 35K
81: R68 Commitments and Contingencies (Details Narrative) HTML 28K
84: XML IDEA XML File -- Filing Summary XML 152K
82: XML XBRL Instance -- form10-k_htm XML 1.53M
83: EXCEL IDEA Workbook of Financial Reports XLSX 152K
10: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 241K
Linkbase Document -- wtt-20221231_cal
11: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 603K
Document -- wtt-20221231_def
12: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.20M
Document -- wtt-20221231_lab
13: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 933K
Linkbase Document -- wtt-20221231_pre
9: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 157K
wtt-20221231
85: JSON XBRL Instance as JSON Data -- MetaLinks 465± 705K
86: ZIP XBRL Zipped Folder -- 0001493152-23-008638-xbrl Zip 317K
Exhibit 4.1
WIRELESS TELECOM GROUP, INC. DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
The following is a summary of the material provisions of our Restated Certificate of Incorporation, as amended (our “Certificate”), and By-Laws (our “Bylaws”), regarding the material terms of our capital stock. This summary is qualified in its entirety by reference to the full text of our Certificate and Bylaws, which are included as exhibits to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as may be amended by a document filed with one of our periodic reports filed with the SEC subsequent to the date of that Annual Report. Additionally, the New Jersey Business Corporation Act (the “NJBCA”) may also affect the terms of our capital stock. Except as otherwise indicated or unless the context requires otherwise, all references herein to the “Company,” “we,” “us,” “our” and similar terms refer to Wireless Telecom Group, Inc.
Authorized Capitalization
Our authorized capital stock of 77,000,000 consists of:
75,000,000 shares of common stock, par value $0.01 per share (“Common Stock”); and 2,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
Common Stock
General
Holders of shares of our Common Stock do not have any preference, conversion, exchange, sinking fund, redemption or appraisal rights. All outstanding shares of Common Stock are fully paid and nonassessable. In the case of shareholder actions without meeting regarding mergers, consolidations or sales of substantially all assets, owners of non-voting shares may reference Article II of our Bylaws.
Dividends
Subject to the relative rights, limitations and preferences of the holders of any then outstanding Preferred Stock, holders of our Common Stock will be entitled to certain rights, including (i) to share ratably in dividends if, when and as declared by our Board of Directors (our “Board”) out of funds legally available therefor and (ii) to share in dividends paid in shares having a preference in the assets of the corporation upon liquidation, whether or not the net assets at the time of the dividend are less than the aggregate amount of such prior and newly created preferences.
Liquidation
Any assets remaining after payment of or provision for claims against the corporation shall be distributed among the shareholders according to their respective rights and interests. Distribution may be made in either or both cash and kind.
Voting Rights
Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of the shareholders, including the election of directors. Any action to be taken by vote of the shareholders, other than the election of directors, shall be authorized by a majority of the votes cast a meeting of shareholders unless a greater plurality is required by the NJBCA. The holders of our Common Stock do not have cumulative voting rights in the election of directors or preemptive rights to subscribe for additional shares of our capital stock.
Preferred Stock
Under the terms of our Certificate, our Board has the authority, without any requirement of vote of shareholders, to issue up to 2,000,000 shares of Preferred Stock, to establish and designate in the Preferred Stock such preferences, conversions and other rights, voting powers, restrictions, limitations as to dividends, qualifications, terms and conditions of redemption and liquidation as it shall determine by resolution.
Anti-Takeover Effects of Our Certificate and Bylaw Provisions and the NJBCA
Certain provisions of our Certificate and Bylaws, as well as certain provisions of the NJBCA, may make it more difficult to acquire control of us by means of a tender offer, open market purchase, proxy contest or otherwise. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our Board may consider inadequate and to encourage persons seeking to acquire control of our company to first negotiate with our Board. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms. For additional information, we refer you to the provisions of our Certificate, our Bylaws and the applicable sections of the NJBCA.
Certain Provisions of our Certificate and Bylaws
Certain provisions contained in our Certificate and Bylaws could have an anti-takeover effect. These provisions:
| ● | authorize the issuance by our Board of Preferred Stock, without any requirement of vote or class vote of shareholders, commonly referred to as “blank check” preferred stock, which shares of Preferred Stock may have rights senior to those of our Common Stock; | |
| ● | do not provide for cumulative voting by shareholders in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors; | |
| ● | limit the persons who can call special shareholder meetings; shareholders do not have authority to call a special meeting of shareholders; | |
| ● | permit the Board to amend or repeal any by-law adopted, amended or repealed by shareholders, unless the shareholders expressly reserve the right to amend or repeal such by-law in the adopting resolution; | |
| ● | establish advance notice requirements that must be complied with by shareholders to nominate persons for election to our Board or to propose matters that can be acted on by shareholders at shareholder meetings; | |
| ● | provide for the filling of vacancies on our Board by action of a majority of the directors and not by the shareholders; and | |
| ● | provide that the authorized number of directors may be changed only by resolution of the Board. |
New Jersey Shareholders Protection Act
We are subject to NJBCA Section 14A-10A, which is also known the New Jersey Shareholders Protection Act, a type of anti-takeover statute designed to protect shareholders against coercive, unfair or inadequate tender offers and other abusive tactics and to encourage any person contemplating a business combination with us to negotiate with our Board for the fair and equitable treatment of all shareholders. Subject to certain qualifications and exceptions, the statute prohibits an interested stockholder of a corporation from effecting a business combination with the corporation for a period of five years unless the corporation’s board of directors approved the combination prior to the shareholder becoming an interested shareholder. In addition, but not in limitation of the five-year restriction, if applicable, corporations covered by the New Jersey statute may not engage at any time in a business combination with any interested shareholder of that corporation unless the combination is approved by the board of directors prior to the interested shareholder’s stock acquisition date, the combination receives the approval of majority of the voting stock of the corporation not beneficially owned by the interested shareholder, or the combination meets minimum financial terms specified by the statute. The terms “interested shareholder” and “business combination” are defined in NJBCA Section 14A-10A-3.
The effect of the statute is to protect non-tendering, post-acquisition minority shareholders from mergers in which they will be forced out after the merger, by prohibiting transactions in which an acquirer could favor itself at the expense of minority shareholders. The statute generally applies to corporations that are organized under New Jersey law, and have a class of stock registered or traded on a national securities exchange or registered with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Listing
Our Common Stock is listed on The New York Stock Exchange under the trading symbol “WTT.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.